I, the author of the attached screenplay, being over 18 years of age, am voluntarily submitting said screenplay (the "Material") to Spec Scout, Inc. ("SSI" or "You"), and hereby request ("SSI") read and evaluate the Material for consideration to be included on SSI's screenplay listing service (the "Website").
NOW, THEREFORE, for the consideration set forth in this Agreement ("Agreement"), I intend to be legally bound hereby and signify my understanding, approval of, and cooperation with the provisions of this Agreement as follows:
I understand that SSI would refuse to accept or otherwise evaluate the Material in the absence of the acceptance by me of each and all of the provisions of this Agreement. This Agreement is binding on me, and on SSI, and on both parties' respective heirs and assigns.
I understand that, should SSI so decide, it may publish, post, and/or otherwise share my name, the title of the Material, and information about the Material on SSI's Website and through other means, whether "online" or "offline," with the filmmakers, producers, agents, managers, executives, studios, production companies, and any other companies or individuals who may from time to time use or have access to SSI's products and services (collectively, the "Subscribers"). I hereby give permission to SSI to share my name, details about the Material, and the Material itself with the Subscribers.
I understand that SSI may decide not to include the Material Website, and further I understand that the whether to include the Material on the Website will be exclusively determined by SSI and its assigns.
I hereby agree to pay SSI a fee of one hundred ninety-seven dollars ($197.00) to submit the Material to SSI (the "Submission Fee"), regardless of whether or not the Material is chosen by SSI to be represented on the Website or otherwise shared in any other way with its Subscribers. I understand that if I do not pay the Submission Fee then SSI will not and is under no obligation to provide its services to me.
I understand that, whether or not the Material is chosen to be included on SSI's Website, and provided that I have paid my Submission Fee, I am entitled to receive a set of "coverage" of the Material (as that term "coverage" is commonly understood in the entertainment industry ) in a form to be determined by SSI. I understand that SSI will make its best efforts to provide the coverage to me within four weeks of the date of this Agreement.
I acknowledge that, should SSI chose to include the Material on its Website for public and private viewing, it will, for all intents and purposes, be available for sale and may elicit offers from prospective buyers.
I understand and agree that no confidential relationship between myself and SSI or its Subscribers is being created by this Agreement or by my submission of the Material. I retain all rights to submit this or similar material to persons or entities other than SSI.
I represent and warrant that I am the author of the attached screenplay; that I am the present and sole owner of all right, title and interest in and the Material; that I have the exclusive and unconditional right and authority to submit the Material to SSI upon the terms and conditions set forth herein; and that no third party is entitled to any payment or other consideration as a condition of the use of the Material as set forth herein. I will indemnify and hold SSI harmless from any and all claims, expenses, losses, or liabilities that may be asserted against or incurred by You at any time in connection with Your use of said screenplay, including without limitation those arising from any breach or alleged breach of the warranties and promises given by me herein, including reasonable attorneys' fees and other costs incurred defending against the same. This clause shall survive the termination of this Agreement.
I represent and warrant to SSI and its Subscribers that the Material to be submitted hereunder is original and that the Material will not contain defamatory or unlawful matter and will in no way infringe upon the copyright or violate the proprietary rights of any person whomsoever. I agree to indemnify and hold SSI and its Subscribers harmless from any suit, demand, or claim made against SSI and/or its Subscribers by reason of any defamatory right, and I further agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorneys' fees incurred by SSI and/or its Subscribers in defending against such suit, demand, or claim. This clause shall survive the termination of this Agreement.
I acknowledge that SSI and its Subscribers receive numerous submissions of ideas, formats, stories, suggestions, screenplays, and the like, and that new ideas for motion pictures and television programs are constantly being submitted to or being developed by SSI and by its Subscribers. I also acknowledge that many stories and ideas are similar, and different stories and ideas often relate to one or more common underlying themes. I acknowledge that SSI and its Subscribers may have had access to and/or may have independently created or have previously created ideas, themes, formats, stories, suggestions, screenplays and/or other materials which may be similar or identical to themes, plots, characters, ideas, formats or other elements of the Material now being submitted by me. I understand and agree that I will not be entitled to any compensation because of the use by SSI and/or by its Subscribers of any such similar or identical ideas, themes, formats, stories, suggestions, stories or screenplays.
Furthermore, I understand that the submission of the Material to SSI will expose the Material to others and I hereby specifically release SSI from any and all liability, direct or indirect, resulting from the improper use by any other persons or entities of any similar or identical ideas, formats, stories, suggestions and the like relating to the Material. This clause shall survive the termination of this Agreement.
I have retained at least one copy of the Material and release SSI from any and all liability for loss or other damage to copies of the Material submitted to SSI. hereunder. This release extends to SSI, its Subscribers, its agents, associates, assigns, employees, officers, directors, interns, and volunteers.
I understand that should SSI return the Material to me, the return of the Material shall not terminate or affect any rights or obligations of this Agreement. SSI shall have the right, but not the obligation, to retain a photocopy of the Material for their files, and a digital copy for their database.
Both parties will make themselves available to the other within reason for any purpose outlined in this Agreement. Any dispute concerning this Agreement, including, without limitation, the validity or effect of this agreement shall be litigated in Los Angeles, California. Both parties consent to the jurisdiction and venue of said court, and agree not to initiate any action against the other elsewhere. At SSI's sole election, any such dispute may be submitted to arbitration in the County of Los Angeles, State of California in accordance with the rules and regulations of the American Arbitration Association (A.A.A.) then in effect, provided that said arbitration shall be heard before a single arbitrator, selected pursuant to said rules and regulations. Said arbitrator shall be well acquainted with the entertainment business in the County of Los Angeles. The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and shall be final and binding. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover from the losing party, in addition to all other relief to which it may be entitled, its costs and expenses, including, without limitation, reasonable attorneys' fees and the costs of expert witnesses.
I hereby acknowledge and agree that there are no prior or contemporaneous agreements, oral or otherwise, in effect between SSI and me pertaining to the Material including, but not limited to, agreements pertaining to the submissions by me of any ideas, formats, plots, characters, or the like. I further agree that no other obligations exist or shall exist or be deemed to exist unless and until a formal written agreement, outside of this agreement, has been prepared and entered into by SSI and me.
Should any provision or part of any provisions of this Agreement be deemed void or unenforceable, such provision or part thereof shall be deemed omitted and this Agreement with such provision or part thereof omitted shall otherwise remain in full force and effect. This agreement shall at all times be construed so as to carry out the purposes stated herein.
I agree that all leads, contacts, communications, documents, emails, forms, and business processes employed by SSI are considered confidential and trade secrets and, as such, I shall not disseminate them or cause them to be disseminated in any form or format without the express written permission of SSI. Anything that is in the public domain, or publicly known or discernible, or known to me before the effective date of this Agreement, or learned about from any third party, shall not be considered confidential or trade secret. This clause shall survive the termination of this Agreement.
I understand that, should I decide that I no longer desire SSI to include the Material on its Website or share the Material with prospective buyers, I may indicate this desire by notifying SSI in writing, thereby effectively terminating this Agreement. Conversely, I acknowledge that SSI may decide, for any reason whatsoever, before or after including the Material on its Website, that the Material shall no longer be included on the Website or otherwise shared with the Subscribers.
I hereby state that I have read and understand this Agreement, that it contains the entire agreement of the parties hereto and supersedes any prior written or oral agreement between us respecting the subject matter hereof, that no oral representations of any kind have been made to me that counter any provisions of this Agreement, and that this Agreement states our entire understanding with reference to the subject matter hereof. Any modification or waiver of any of the provisions of this agreement must be in writing and signed both by the undersigned and Spec Scout.
I understand that, by entering my name into the fields above and checking the box below, I am indicating my acceptance of the terms of this Agreement and my understanding and acceptance of all of the provisions contained herein and I am agreeing to be legally bound by the terms of this Agreement with SSI.